The growing racial disparity in obesity has reached a critical juncture, particularly among black and white females. Obesity is now being perpetuated across generations. While there is uncertainty about how best to prevent obesity and the related racial disparities, converging lines of evidence support the influence of stress on obesity. We hypothesize that income and race are associated with higher levels of both objective and perceived stress, which in turn are associated with higher rates of dysregulated eating, a behavior posited to result in an increased rate of obesity. Finally, we propose that stress has a direct effect on the level of obesity in the offspring. We propose to model these relationships longitudinally using the National Growth and Healthy Study (NGHS) that enrolled equal numbers of black and white girls and that contains extensive measures of life stress, nonhomeostatic eating, household demographic and socioeconomic indicators and cardiometabolic risk factors for black and white girls initially sampled at age 10 and interviewed annually until age 20. We will extend these data, adding a new wave of data collection for the women who are now 36 and their children. We will interview participants regarding their current levels of stress, household food insecurity, dysregulated eating behaviors such as dietary restraint and overeating, and collect data on dietary intake and physical activity. We will collect measured weight and central adiposity and clinical measures of metabolic syndrome on both the women and their children. Building on the rich source of longitudinal data that NGHS provides, we will model relationships between these factors and weight status from early childhood to adulthood among these women and their children in order to examine the effects of cumulative stress, eating behaviors and obesity on obesity in the next generation. The study aims to test the hypotheses that: 1) stress and dysregulated eating results in an increased rate of obesity, exacerbated by food insecurity; 2) maternal stress and dysregulated eating have a direct effect on the level of obesity and markers of metabolic syndrome in offspring; and, 3) race and income are associated with higher levels of stress and dysregulated eating in women. Our preliminary data suggests that stress leads to excessive weight gain ten years later in the NGHS cohort. We will identify predictors of weight gain trajectories from childhood to adulthood. These constructs have the potential to lead to promising interventions coupled with traditional diet and physical activity components that will help girls and women throughout the life course.